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Before the
               Federal Communications Commission
                     Washington, D.C. 20554



In the Matter of

Applications of America Online, Inc.
and Time Warner, Inc. for Transfers of Control
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CS Docket No. 00-30



                ORDER ADOPTING PROTECTIVE ORDER

     Adopted:  April 6, 2000            Released:  April 7, 2000

By the Chief, Cable Services Bureau:

     1.   On February 11, 2000, America Online, Inc. ("AOL") and Time Warner Inc. ("Time Warner")
filed joint applications with the Federal Communications Commission ("Commission" or "FCC") pursuant to
Sections 214 and 310 of the Communications Act to transfer control to AOL Time Warner Inc. of various licenses
and authorizations controlled by AOL and Time Warner and their affiliates and subsidiaries.  AOL and Time
Warner filed a supplemental public interest statement on March 21, 2000.  The Commission and AOL and Time
Warner anticipate that, in response to Commission inquiries, AOL and Time Warner will submit additional
information for consideration that may contain proprietary or confidential information.
     2.   The Bureau hereby enters the attached protective order to ensure that any confidential or
proprietary documents submitted by AOL and Time Warner are afforded adequate protection.  We note that
the proposed protective order is identical in all material respects to protective orders adopted in other merger
proceedings subject to Commission review.
     3.   We expect that the commenters in this proceeding may seek access to confidential information
submitted by AOL and Time Warner, which may include highly sensitive information, such as future business
plans, customer names, usage patterns, locations, and traffic volumes.   In the AT&T-MediaOne proceeding,
the Cable Services Bureau determined that certain in-house staff should not have access to confidential
information, because "there is a greater risk of inadvertent disclosure by such individuals that is not justified
given the sensitive nature of the information at issue."  Because access by certain in-house staff to the
documents commenters may seek to review in this proceeding would pose the same potential competitive harm
to AOL and Time Warner and the same risk of inadvertent disclosure, the Bureau's adopted protective order
declines to allow certain in-house staff access to the confidential documents AOL and Time Warner provide.
     4.   AOL shall make available for review the documents subject to this protective order at the
offices of AOL's outside counsel, Wiley Rein & Fielding, 1776 K Street, N.W., Washington, D.C.  20006. 
Time Warner shall make available for review the documents subject to this protective order at the offices of
Time Warner's outside counsel, Fleischman and Walsh, L.L.P., 1400 16th Street N.W., Washington, D.C.
20036.  Parties reviewing these documents will be provided the following alternatives: 1) parties will be
provided adequate opportunity to inspect the documents on site; 2) parties may inspect the documents on site
with the ability to request copies, at cost, of all or some of the documents, other than those marked as
"Copying Prohibited"; or 3) parties may request a complete set of the documents, other than those marked as
"Copying Prohibited," at cost, allowing two days after the request is made for receipt of the copies.  If a
complete set of documents will be requested, parties are encouraged to make such requests at the time they
submit the Acknowledgment of Confidentiality (see Attachment to Protective Order).  This will allow parties
the opportunity to begin reviewing the documents at the end of the five-day period referenced in paragraph 5
of the protective order.  All copies of documents that are removed from the Wiley Rein & Fielding or
Fleischman and Walsh offices will bear an original confidential stamp and must be returned in accordance
with the terms of the protective order.
     5.   Any party seeking access to confidential documents subject to this protective order shall
request access pursuant to paragraph 5 of the protective order.
     6.   This Order is issued pursuant to Sections 4(i), 214(a), and 310(d) of the Communications Act
of 1934, as amended, 47 U.S.C.  154(i), 214(a) and 310(d); Section 4 of the Freedom of Information Act,
5 U.S.C.  552(b)(4); and authority delegated under Section 0.321 of the Commission's rules, 47 C.F.R. 
0.321; and is effective upon its adoption.
                    FEDERAL COMMUNICATIONS COMMISSION  
                                   
Deborah Lathen
                    Chief, Cable Services Bureau
                                               Before the
               Federal Communications Commission
                     Washington, D.C. 20554



In the Matter of

Applications of America Online, Inc.
and Time Warner, Inc. for Transfers of Control
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)
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)
)
)
)



CS Docket No. 00-30



                        PROTECTIVE ORDER

By the Chief, Cable Services Bureau:

1.   On February 11, 2000, Time Warner Inc. ("Time Warner") and America Online, Inc.
("AOL") filed joint applications with the Federal Communications Commission (the "Commission") pursuant
to Sections 214 and 310(d) of the Communications Act to transfer control of FCC licenses and authorizations
held directly or indirectly by Time Warner and AOL to AOL Time Warner Inc.  The Commission anticipates
that it may seek documents in this proceeding from Time Warner and AOL  (individually or collectively, the
"Submitting Party") that contain proprietary or confidential information and, therefore, should be subject to
a protective order.  Consequently, the Bureau enters this Protective Order to ensure that the documents
produced to the Commission in response to its requests and considered by the Submitting Party to be
confidential and proprietary are afforded protection.  This Order does not constitute a resolution of the merits
concerning whether any confidential information would be released publicly by the Commission upon a proper
request under the Freedom of Information Act ("FOIA") or otherwise.
2.   Non-Disclosure of Stamped Confidential Documents.  Except with the prior written consent of the
Submitting Party, or as hereinafter provided under this Order, neither a Stamped Confidential Document nor the
contents thereof may be disclosed by a reviewing party to any person.  A "Stamped Confidential Document" shall
mean any document that bears the legend (or which otherwise shall have had the legend recorded upon it in a way
that brings its attention to a reasonable examiner): "CONFIDENTIAL INFORMATION - SUBJECT TO
PROTECTIVE ORDER IN CS Docket No. 00-30 before the Federal Communications Commission" to signify that it
contains information that the Submitting Party believes should be subject to protection under FOIA and the
Commission's implementing rules unless the Commission determines, sua sponte or by petition, pursuant to Sections
0.459 or 0.461 of its rules, that any such document is not entitled to confidential treatment.  For purposes of this
Order, the term "document" means all written, recorded, electronically stored, or graphical material, whether
produced or created by a party or another person.
3.   Permissible Disclosure.  Subject to the requirements of paragraph 5, Stamped Confidential
Documents may be reviewed by outside counsel of record and in-house counsel who are actively engaged in the
conduct of this proceeding, provided that those in-house counsel seeking access are not involved in competitive
decision-making.  Counsel is deemed to be involved in competitive decision-making if counsel's activities,
association, and relationship to a client are such as to involve counsel's advice and participation in any or all of the
client's business decisions made in light of similar or corresponding information about a competitor.  Subject to the
requirements of paragraph 5 and subject to the obligation to secure the confidentiality of Stamped Confidential
Documents in accordance with the terms of this Order, such counsel may disclose Stamped Confidential Documents
to any of the following persons, so long as they are not involved in competitive decision-making, as that term is
defined above, for any competitor of any Submitting Party:  (i) the partners, associates, secretaries, paralegal
assistants, and employees of such counsel to the extent reasonably necessary to render professional services in this
proceeding; (ii) Commission officials involved in this proceeding; (iii) outside consultants or experts retained for the
purpose of assisting counsel in these proceedings; (iv) employees of such counsel involved solely in one or more
aspects of organizing, filing, coding, converting, storing, or retrieving data or designing programs for handling data
connected with this proceeding; and (v) employees of a third-party performing one or more of these functions under
counsel's supervision.   Time Warner shall make available for review its Stamped Confidential Documents at the
offices of Time Warner outside counsel, Fleischman and Walsh, L.L.P., 1400 16th Street, N.W., Suite 600,
Washington, D.C.  20036.  AOL shall make available for review its Stamped Confidential Documents at the offices
of AOL outside counsel, Wiley Rein & Fielding, 1776 K St. N.W., Washington, D.C.  20006.  
4.   Access to Confidential Documents.   Persons described in paragraph 3 shall have the obligation to
ensure that access to Stamped Confidential Documents is strictly limited as prescribed in this Order.  Such persons
shall further have the obligation to ensure: (i) that Stamped Confidential Documents are used only as provided in this
Order; and (ii) that Stamped Confidential Documents are not duplicated except as necessary for filing at the
Commission under seal as provided in paragraph 7.
5.   Procedures for Obtaining Access to Confidential Documents.  In all cases where access to Stamped
Confidential Documents is permitted pursuant to paragraph 3, and before reviewing or having access to any Stamped
Confidential Documents, each person seeking such access shall execute the Acknowledgment of Confidentiality and
file it with the Commission and serve it upon each Submitting Party so that it is received by each Submitting Party
five business days prior to such person's reviewing or having access to any such Stamped Confidential Documents. 
Each Submitting Party shall have an opportunity to object to the disclosure of Stamped Confidential Documents to any
such persons. Any objection must be filed at the Commission and served on counsel representing, retaining or
employing such person within three business days after receiving a copy of that person's Acknowledgment of
Confidentiality.  For example, a Submitting Party might object to a request for review of Stamped Confidential
Documents by a person who is involved in competitive decision-making, as that term is used in paragraph 3.  Until
any such objection is resolved by the Commission and, any court of competent jurisdiction prior to disclosure, and
unless that objection is resolved in favor of the person seeking access, persons subject to an objection from a
Submitting Party shall not have access to Stamped Confidential Documents. 
6.   Requests for Additional Disclosure.  If any person requests disclosure of Stamped Confidential
Documents outside the terms of this protective order, such requests will be treated in accordance with Sections 0.442
and 0.461 of the Commission's Rules.   
7.   Use of Confidential Information.  Persons described in paragraph 3 may, in any documents that they
file in this proceeding, reference information found in Stamped Confidential Documents or derived therefrom
(hereinafter, "Confidential Information"), but only if they comply with the following procedures:
a.   Any portions of the pleadings that contain or disclose Confidential Information must be
physically segregated from the remainder of the pleadings;  
               b.   The portions of pleadings containing or disclosing Confidential
               Information  must be covered by a separate letter to the Secretary of the Commission
               referencing this Protective Order;
c.   Each page of any party's filing that contains or discloses Confidential Information subject
to this Order must be clearly marked: "Confidential information included pursuant to Protective Order, CS Docket No.
00-30;" and
                         d.   The confidential portion(s) of the pleading shall be filed with the
               Secretary of the Commission and served on each Submitting Party.  Such
               confidential portions shall be filed under seal, and shall not be placed in the
               Commission's Public Files.  A party filing a pleading containing Confidential
               Information shall also file a redacted copy of the pleading containing no
               Confidential Information, which copy shall be placed in the Commission's Public
               Files.  Parties may provide, under seal, courtesy copies to Commission staff of
               pleadings containing Confidential Information.
8.   No Waiver of Confidentiality.  Disclosure of Confidential Information as provided herein by any
person shall not be deemed a waiver by any Submitting Party of any privilege or entitlement to confidential treatment
of such Confidential Information.  Reviewing Parties, by viewing this material:  (a) agree not to assert any such
waiver; (b) agree not to use information derived from any Stamped Confidential Document to seek disclosure in any
other proceeding; and (c) agree that accidental disclosure of Confidential Information by a Submitting Party shall not
be deemed a waiver of any privilege or entitlement as long as the Submitting Party takes prompt remedial action. 
9.   Subpoena by Courts or Other Agencies.  If a court or another administrative agency subpoenas or
orders production of Stamped Confidential Documents or Confidential Information that a party has obtained under
terms of this Order, such party shall promptly notify each Submitting Party of the pendency of such subpoena or order. 
Consistent with the independent authority of any court or administrative agency, such notification must be
accomplished such that the Submitting Party has a full opportunity to oppose such production prior to the production
or disclosure of any Stamped Confidential Documents or Confidential Information. 
10.  Client Consultation.  Nothing in this Order shall prevent or otherwise restrict counsel from
rendering advice to their clients relating to the conduct of this proceeding and any subsequent judicial proceeding
arising therefrom and, in the course thereof, relying generally on examination of Stamped Confidential Documents;
provided, however, that in rendering such advice and otherwise communicating with such client, counsel shall not
disclose Stamped Confidential Documents or Confidential Information.   
11.  Violations of Protective Order.  Persons obtaining access to Stamped Confidential Documents or
Confidential Information under this Order shall use the information solely for preparation and the conduct of this
proceeding as delimited in paragraphs 4, 7 and 10, and any subsequent  judicial proceeding arising directly from this
proceeding and, except as provided herein, shall not use such information for any other purpose, including business,
governmental, commercial, or other administrative, regulatory or judicial proceedings.  Persons obtaining access to
Stamped Confidential Documents or Confidential Information under this Order will be permitted to make use thereof
in connection with non-public communications and submissions to the FTC pertaining to that agency's review of the
antitrust aspects of the proposed merger of AOL and Time Warner, so long as such material and information is not
disclosed to any persons other than the FTC.  Should a party that has properly obtained access to Confidential
Information under this Order violate any of its terms, that party shall immediately notify the Commission and the
Submitting Party of such violation.  Further, should such violation consist of improper disclosure of Confidential
Information, the violating party shall take all necessary steps to remedy the improper disclosure.  The Commission
retains its full authority to fashion appropriate sanctions for violations of this Order.
12.  Prohibited Copying.  If, in the judgment of the Submitting Party, a document contains information
so sensitive that it should not be copied by anyone, it shall bear the additional legend "Copying Prohibited," and no
copies of such document, in any form, shall be made.  Applications for relief from this restriction against copying may
be made to the Commission, with concurrent service of a copy of such applications upon counsel for the Submitting
Party. 
13.  Termination of Proceeding.  The provisions of this Order shall not terminate at the conclusion of
this proceeding.  Within two weeks after conclusion of this proceeding (which includes any administrative or judicial
review), Stamped Confidential Documents and all copies of same shall be returned to the Submitting Party.  No
material whatsoever derived from Stamped Confidential Documents may be retained by any person having access
thereto, except counsel to a party in this proceeding (as described in paragraph 3) may retain, under the continuing
strictures of this Order, two copies of each pleading containing Confidential Information prepared on behalf of that
party.  All counsel of record shall make certification of compliance herewith and shall deliver the same to counsel for
the Submitting Party not more than three weeks after conclusion of this proceeding.
14.  Authority.  This Order is issued pursuant to Sections 4(i), 214(a), and 310(d) of the Communications
Act of 1934, as amended, 47 U.S.C.  154(i), 214(a) and 310(d); Section 4 of the Freedom of Information Act, 5
U.S.C.  552(b)(4); and authority delegated under Section 0.321 of the Commission's rules, 47 C.F.R.  0.321; and
is effective upon its adoption.

                    FEDERAL COMMUNICATIONS COMMISSION       
                              
Deborah Lathen
Chief, Cable Services Bureau
                                                            APPENDIX A                    
               ACKNOWLEDGMENT OF CONFIDENTIALITY
I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in the above-
captioned proceeding and I understand it.  I agree that I am bound by this Order and that I shall not disclose or use
any Stamped Confidential Documents or any information gained therefrom except as allowed by the Order.  I
acknowledge that a violation of the Protective Order is a violation of an order of the Federal Communications
Commission.   
Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person
or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest
organization), I acknowledge specifically that my access to any information obtained as a result of the order is due
solely to my capacity as counsel to a party or other person described in paragraph 3 of the foregoing Protective Order
and that I will not use such information in any other capacity nor will I disclose such information except as
specifically provided in the order.
I hereby certify that I am not involved in competitive decision-making as that term is used in
paragraph 3 of the Protective Order.

Executed at                           this          day of                  , 2000.
                                                    
Signature

                                                   
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